Month: February 2006

Product liability can be based on tort or breach of contract Product liability is about the liability of manufacturers of any product for damage caused by that product. A product is defective if it does not provide the level of safety that the community generally is entitled to expect. Product liability can be based on… Continue reading PRODUCT LIABILITY UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

A lawyer’s letter is for the purpose of reviewing management’s evaluations regarding claims The management board of a Netherlands Antilles company has a duty to account to the shareholders’ meeting, which is embodied in the duty to draw up and submit the annual accounts and annual reports to the shareholders’ meeting. The general meeting (or… Continue reading LAWYER’S LETTERS IN THE NETHERLANDS ANTILLES

Squeeze out measures can rather easily be enforced A shareholder who owns ninety five percent or more of the issued capital of a Netherlands Antilles company may initiate legal proceedings to require all of the other shareholders to transfer their shares to them (‘uitkoopregeling’). The articles of association may provide for a lower percentage, provided… Continue reading FORCED BUY-OUT OF MINORITY SHAREHOLDERS UNDER NETHERLANDS ANTILLES LAW

Tax issues should be addressed Suppose your company has formed a non-distributed profit reserve. You may choose to distribute it as regular dividend. Alternatively, your company could issue new, so-called ‘bonus’, shares to you, which would as it were be paid-up from the non-distributed reserve. Such conversion might qualify as a (deemed) distribution of dividend,… Continue reading WHAT TO DO WITH UNDISTRIBUTED PROFITS OF A NETHERLANDS ANTILLES COMPANY?

There is a duty of confidentiality on banks not to disclose customer information Bank secrecy rules protect the confidentiality of customer data. Customer data is any information relating to an identified or identifiable customer. Bank secrecy rules apply to all information relating to any banks business or information which the bank obtains in the course… Continue reading BANK SECRECY IN THE NETHERLANDS ANTILLES AND ARUBA

The balance sheet and profit & loss account must be retained in paper form The Netherlands Antilles Civil Code requires a company to keep its accounts and retain relevant data in such a manner that its obligations can be known at all times. This obligation to ‘keep and retain’ has to be met in such… Continue reading REPLACEMENT OF PHYSICAL BY ELECTRONIC FILES UNDER NETHERLANDS ANTILLES LAW

The conduct of parties to a contract is subject to reasonableness and fairness Under Aruba and Netherlands Antilles law, the general rule is that a debtor is liable for his obligations with all his assets. It is customary for banks to require collateral prior to lending money. A bank (or other lender) may stipulate that… Continue reading LIABILITY OF A DEBTOR UNDER THE LAWS OF ARUBA AND THE NETHERLANDS ANTILLES

The system differs considerably from the U.S. system The system of ownership and holding of real property in the Netherlands Antilles differs considerably from that of the United States and other common law jurisdictions. Under Netherlands Antilles law distinction is drawn between ownership of property on the one hand and legal rights created in relation… Continue reading OWNERSHIP AND REAL PROPERTY UNDER NETHERLANDS ANTILLES LAW

The Netherlands Antilles provides a favorable tax climate The Netherlands Antilles provides a favorable tax, legal and regulatory climate for (hedge) funds. It is possible in the Netherlands Antilles to discuss in advance with the tax authorities what at arms’ length remuneration will be acceptable. A tax-exempt vehicle is available for hedge funds. Furthermore, the… Continue reading HEDGE FUNDS AND TAXATION IN THE NETHERLANDS ANTILLES

The directive deals with mergers in the European Community only On 20 September 2005, the Council of the European Union has adopted a directive on cross-border mergers of companies aiming at facilitating the carrying-out of cross-border mergers between various types of limited liability companies governed by the laws of different EU Member States. This directive… Continue reading CROSS-BORDER MERGER DIRECTIVE ADOPTED BY THE EU COUNCIL

Cross-border conversion is another way of describing the transfer of the corporate seat A Netherlands Antilles private limited liability company (‘BV‘) or a public limited liability company (‘NV‘) may convert itself into a foreign legal entity, provided that, under the laws governing such foreign legal entity, the company will continue to exist as a legal… Continue reading CROSS-BORDER CONVERSION OF A NETHERLANDS ANTILLES COMPANY INTO A FOREIGN COMPANY